June 25, 1999
 
 
 

                   A Portrait: Martin Frankel Was
                   Ambitious, Cocky and Insecure

                   By ELLEN JOAN POLLOCK, MITCHELL PACELLE and DEBORAH
                   LOHSE
                   Staff Reporters of THE WALL STREET JOURNAL

                   One day, not too long ago, Martin Frankel bragged to a neighbor in his
                   exclusive Greenwich, Conn., enclave that when he wanted a glass of ginger
                   ale he had one servant to fetch the glass, a second to pour the soda and
                   another to pull up a chair.

                   These days, wherever he is, Mr. Frankel is probably pouring drinks in a
                   less-showy setting. He disappeared in early May, leaving in his wake a
                   mysterious fire in his Greenwich home, eight struggling insurance
                   companies scrambling to find their assets and a team of federal
                   investigators looking for him.

                                        They believe Mr. Frankel absconded with
                                        $335 million -- or more. But since those
                                        estimates are based on records from Mr.
                                        Frankel -- and he has a long history of
                                        creating vague or misleading documents to
                                        describe his trading -- the estimates may be
                                        high.

                                        What may set Mr. Frankel's case apart from
                                        some other prominent white-collar financial
                                        scandals is that his cockiness appeared to
                                        mask personal insecurities and a modest set of
                                        financial skills. While convicted Wall Street
                                        felon Ivan Boesky hobnobbed with the likes
                                        of Michael Milken, Mr. Frankel's business
                                        associates were far less accomplished. One of
                   his earliest investors found him only by virtue of the Toledo, Ohio, yellow
                   pages. Later, when Mr. Frankel allegedly set up the Thunor Trust to
                   acquire insurance companies, he installed as its trustee a
                   respiratory-therapy-equipment salesman turned bank administrator. The
                   insurers, which turned over their assets to Mr. Frankel to invest, were
                   struggling to survive. Many specialized in writing policies to cover burial
                   expenses.

                   Big Plans

                   Mr. Frankel clearly aspired to the big time and was well on his way to
                   getting there, if a fleet of Mercedeses, several sprawling homes and an
                   entourage of young women is any evidence. He hoped to build an
                   insurance empire. He started a foundation and claimed -- falsely it now
                   appears -- close ties to a Vatican organization. He told a neighbor that he
                   was worth enough to qualify for the Forbes 400 list of the wealthiest
                   individuals.

                   "He talked like he wanted to be a Nationwide or State [Farm] auto, one of
                   those big boys," says Ed Krauss, who did some consulting for Mr.
                   Frankel.

                   But others remember him as the kind of guy who lived with his parents into
                   his 30s, and, when sued for financial improprieties, had his mother drive
                   him to a deposition at a lawyer's office. For all the hours spent talking
                   about financial strategy, he second-guessed himself when it came to pulling
                   the trigger on trades.

                   Mr. Frankel's life today is surely not the way he envisioned it. An
                   international news corps has descended on Greenwich, Toledo, and other
                   points where Mr. Frankel did business. Federal authorities are peeling
                   away his carefully constructed web of no fewer than six aliases.
                   Documents pulled from the embers in his Greenwich home show he was
                   enamored of astrology, and may have been laundering money.

                   A 'Heartwarmingly Goofy' Guy

                   "He's not a genius; he's not a financier," says John Creamer, a Toledo
                   lawyer who successfully represented investors in an arbitration against Mr.
                   Frankel. "He's this kind of Woody Allen-ish character who people trust
                   because he doesn't appear to be very sophisticated. He comes across as
                   very goofy in a heartwarming way that would make you trust him. That,
                   combined with ruthlessness and a willingness to make representations not
                   based in reality, made him a lethal combination."

                   Mr. Frankel got his professional start in 1986 with John Schulte, a Toledo
                   broker who ran a small office affiliated with Dominick & Dominick, a
                   securities firm. He quickly started ordering computers and other
                   machinery. "He was signing documents as though he was the owner," Mr.
                   Schulte said.

                   He refused to wear suits to work. "Based on his knowledge of the
                   markets, he felt he shouldn't be held to standards that others were held to,"
                   says Ted Bitter, a client, at different times, of both brokers.

                   But according to Mr. Schulte, Mr. Frankel had only one significant client,
                   and there were irregularities in the account. After six months on the job,
                   Mr. Schulte says, he fired him for "lack of production and insubordination."

                   Barred by the SEC

                   Mr. Frankel struck off on his own, launching the Frankel Fund, which he
                   failed to register with regulators. He ran the fund out of his bedroom in his
                   parents' Toledo home, setting up a row of rented machinery against one
                   bedroom wall, much of which he had trouble paying for, according to Mr.
                   Bitter. The bedroom, Mr. Bitter says, was "pretty much where he spent his
                   whole life." Mr. Bitter recalls hearing Mr. Frankel bickering with his
                   parents over household duties.

                   Frequently stressed out, "he tended to blame his parents for whatever was
                   wrong with his life," Mr. Bitter says. "He was nervous, tense, and he would
                   begin to second-guess himself and would just sit there and freeze up," says
                   Mr. Bitter, who says Mr. Frankel called it a "trading block."

                   The two didn't stay friends for long. Mr. Bitter and another Frankel Fund
                   investor sued Mr. Frankel when they couldn't get their money back. In
                   1991, the U.S. Securities and Exchange Commission filed a complaint
                   against him and he was barred from the securities business. Mr. Frankel
                   told the SEC that three members of deposed European royalty had
                   invested with him, says Mr. Creamer, who read the testimony.

                   Meanwhile, he had started a new fund in 1989, Creative Partners Fund
                   LP. "Never a Down Month," bragged Creative Partners' promotional
                   material. "We have adopted a conservative trading strategy," Mr. Frankel
                   wrote. "On average, we are in the market only ten to thirty percent of the
                   time ... when we trade, we use only 10% of our capital."

                   Problems Grow

                   Creative Partners, which was never registered with Ohio authorities, was
                   short-lived. Donald Shuki, whose son worked for Creative Partners,
                   according to securities regulatory records, says he made a 14% or 15%
                   profit, but that is far from the 99% return Mr. Frankel claimed for the
                   fund's first year. But Mr. Schulte, Mr. Frankel's former boss, says other
                   investors lost money.

                   Mr. Schulte, meanwhile, lost his securities license and pleaded guilty to
                   criminal tax and mail-fraud charges. He blames many of his problems on
                   Mr. Frankel. In 1989, he says, his wife and business partner Sonia Howe,
                   left him. Ms. Howe introduced Mr. Frankel as her boyfriend to her next
                   employer, Thomas F. White & Co., a San Francisco broker, according to
                   Thomas White. Mr. Frankel tried unsuccessfully to convince Mr. White to
                   do business with him.

                   Mr. Frankel allegedly set up Thunor Trust in 1991 with $3.7 million, which
                   supposedly came from three investors, including $2.5 million from Ms.
                   Howe, according to a document filed with Tennessee regulators. Mark
                   Shuki, the son of the Creative Partners investor and then a 28-year-old
                   securities broker, put up $900,000, the document says. Mr. Krauss, who
                   was listed as having contributed $500,000, denies any knowledge of or
                   contribution to the trust. Ms. Howe didn't return phone calls. Mr. Shuki
                   couldn't be reached.

                   Somehow, it isn't clear how, Mr. Frankel hooked up with John Hackney,
                   a businessman from Franklin, Tenn., who wound up as trustee of Thunor
                   Trust. Taylor Moore, a friend who became an executive at some of the
                   insurers purchased by Thunor, said Mr. Hackney spent much of his time
                   dreaming up deals, and Thunor Trust was a prime opportunity.

                   String of Acquisitions

                   Around 1991, Mr. Hackney and Thunor Trust chose the first acquisition
                   target: financially troubled Franklin American Life Insurance Co. It paid
                   just $3.7 million. Thunor proceeded to buy at least eight other insurers,
                   most of them struggling.

                   Messrs. Frankel and Hackney spent hours on the phone talking about
                   subjects including bond trades by Mr. Frankel, whom Mr. Hackney knew
                   as "Eric," Mr. Moore says. Mr. Krauss, the consultant, says saving
                   insurers appealed to Mr. Frankel. He would say, "We want states to want
                   us to take over insurance companies," Mr. Krauss recalls. "I remember
                   him using the word 'sacred' " in reference to "protecting people's assets."
                   Mr. Frankel told Mr. Krauss he wanted to expand his insurance empire to
                   other states, including New York, New Jersey and Connecticut, Mr.
                   Krauss says.

                   Mr. Hackney, through his lawyers, says he was duped by Mr. Frankel.

                   Mr. Frankel moved in the early '90s to a secluded area of Greenwich. He
                   had shelves of books on options, investing, insurance and self motivation.
                   There also were more than 80 computers and satellite dishes, as well as a
                   growing staff of young women.

                   The Curious Newcomer

                   Initially, some of Mr. Frankel's well-heeled neighbors welcomed the
                   curious newcomer who called himself Mike King, and whose disheveled
                   looks, glasses and nonstop talking reminded some of Woody Allen. But
                   some sophisticated neighbors felt his long-winded accounts of his life and
                   business didn't quite add up.

                   "I remember saying to my wife, 'This guy's a total nut case,' " says one
                   neighbor, who became convinced that his new neighbor bordered on
                   paranoid. "He talked about wanting guards to protect him, and wanting
                   bulletproof glass put into his house. He said he always stays on the ground
                   floor of hotels because he was concerned about fire."

                   Mr. Frankel soon withdrew into a nearly agoraphobic lifestyle.
                   Nonetheless, he was creating increasing discomfort on the quiet street. His
                   driveway was frequently filled with expensive cars and limousines, and
                   people came and went at all hours, despite a commercial-zoning ban. After
                   he struck a deal late last year to buy the house across the street for $2.6
                   million, rumors swirled that Mr. Frankel's bodyguards were "carrying
                   satchels of money and grenades," one neighbor recalls.

                   This past November, some neighbors hired private investigator Michael
                   Henehan, who quickly determined Mike King was really Mr. Frankel, who
                   wasn't even supposed to be trading securities. People told Mr. Henehan
                   that the young women who were part of his growing entourage were found
                   through personal advertisements in the Village Voice.

                   Authorities Called In

                   The Mercedes cars, Mr. Henehan discovered, were leased to companies
                   that listed offices in Katonah, N.Y., but he found a Mailboxes Etc. at the
                   address. Mr. Frankel was covering many of his local expenses with cash.
                   One person in town told Mr. Henehan: "I was hired to mail packages, but
                   I had to drive to Philadelphia to do it."

                   Late last year, Mr. Frankel approached his neighbors about buying several
                   other homes on the street. "He said he was going to connect all the homes
                   with covered walkways," one neighbor says.

                   When Mr. Henehan found Mr. Frankel subscribed to financial-data
                   services, he figured Mr. Frankel was violating his ban on trading securities.
                   So, in late December, he says, he met with an assistant U.S. attorney and
                   a Greenwich zoning-enforcement officer.

                   On April 5, a zoning official notified Mr. Frankel by letter that the town
                   had received "numerous complaints." The fences and guardhouse he had
                   erected required permits, and the volume of traffic suggested a business
                   operation. But to Mr. Frankel, the most alarming aspect of the letter may
                   have been that it was addressed to him by his real name: Martin Frankel.

                   Within 30 days, he and his entourage were gone.